1. General Provisions
These Terms and Conditions apply to the use of the Platform (subsequently referred to as “Platform”) of OTS Tech Oy. (subsequently referred to as “StyleDoubler”) and also regulates the contractual relationship related to the marketing of online advertising placements between advertising space operators (subsequently referred to as “Publishers”) and advertising customers (subsequently referred to as “Brands”).
StyleDoubler allows the Brands to access its network of Publishers who have the goal of marketing the products and services of the Brands and win new clients for the Brand. The Brand provides ad media in the form of text links, banners or email templates for Publishers to use. The Publishers may use and display such ad media on, for instance, websites, blogs, social media channels or on e-mails or any other online advertising to market the Brand`s products or services. Ad media is made available on StyleDoubler Platform and an Publisher program (subsequently referred to as “Program”) which is set up on the Platform to allow Publishers to run advertising campaigns on behalf of the Brands. If the Publishers’ advertisement is successful, and the Brand acquires a new customer or sells one product, the Brand shall remunerate StyleDoubler and StyleDoubler will pay the Publishers the agreed remuneration (specified on the contract (subsequently referred to as “Contract 1”)) between StyleDoubler and the Publisher). The type and amount of the remuneration are determined by the Brand based on the performance goals defined in the contract signed by the Brand and StyleDoubler (subsequently referred to as “Contract 2”).
Additionally, StyleDoubler offers its Publishers the opportunity to integrate the Publisher Programs to their website or another channel of choice using the promotional tools provided by StyleDoubler. Publishers might use these tools to lead new customers to the Brand`s website and are rewarded as defined in Contract 2 signed by the Brand and StyleDoubler.
2. Obligations of the Brand
2.1. The Brand is a supplier of online products and services advertising their offering by means of advertising materials, which are to be made available through the StyleDoubler Platform to Publishers.
2.2. The Brand grants StyleDoubler and the respective Publishers a simple, non-exclusive, nontransferable, usage right in the provided advertising material, which is limited in time and purpose to the terms of Contract 2.
2.3. The above-mentioned granting of rights also includes the right to store, duplicate, publish, digitalize as well as process the advertising material, if that is necessary to execute Contract 2.
2.4. The Brand guarantees that all ad media and websites that promote their products and the content of those websites are in accordance with the law.
2.5. The Brand is obliged to take all necessary measures for StyleDoubler tracking (i.e. tracking information) of the transactions being possible and operational. Should the Brand utilize their own additional tracking, the StyleDoubler tracking information shall always prevail.
2.6. The Brand is obliged to notify StyleDoubler of any change to the Program’s conditions with at least 14 days notice previous to the planned change, in writing via e-mail.
2.7. The Brand must approve transactions in a timely manner as specified in 5.3.
3. Obligations of Publishers
3.1. Publishers are legal entities with full legal capacity providing a space on their websites or social media channels for the marketing of all kinds of goods and services. Besides websites and social channels, Publishers can use also newsletters and adverts within the scope of search engine marketing which are all advertisement forms accepted by StyleDoubler.
3.2. Each Publisher is aware of the applicable law especially in regards to online marketing. The Publisher ensures that all commercial and regulatory requirements for online marketing activities are fulfilled and proven on request, especially in the relation to the specific markets where the Publisher operates.
3.3. Publishers must apply to StyleDoubler before they are allowed to advertise the Brand’s product and services.
4. Implementation of an Publisher Program
4.1. The Brand provides all relevant information and advertising materials for the correct functioning of its Publisher Program via the StyleDoubler Platform.
4.2. StyleDoubler reserves the right to not activate the Program in case the Brand does not provide the ad media in the required and customary manner.
4.3. StyleDoubler can accept Publishers on behalf of the Brand unless the Brand specifically indicates that they want to retain this right.
4.4. A contract between Brands and Publishers is considered as concluded once the Publisher is accepted by StyleDoubler. StyleDoubler is not liable for the legitimacy of the Publisher websites or marketing activities in social media channels.
4.5. The Brand can specify its own additional specific terms and conditions making them visible on the StyleDoubler Platform providing that these specific conditions are not in conflict with StyleDoubler’s own Terms and Conditions.
4.6. The Brand provides advertising material in a suitable format when establishing the Program. The hosting of the advertising material should be carried out by the Brand. Upon request of the Brand, StyleDoubler can offer the hosting of those materials at the expenses of the Brand.
4.7. StyleDoubler reserves the right to use the names, logo and other trademarks of the Brand and the products and services for reference purposes (such as in presentations). No confidential traffic data identifying the Brand will ever be shared with third parties by StyleDoubler.
5. Compensation and Payments
5.1. StyleDoubler records and counts all Publisher transactions (impressions, clicks, leads & sales) and makes the data available to the Brand in a suitable manner through the StyleDoubler Platform. The remuneration of the Publishers is specified according to the conditions detailed on Contract 2 between the Brand and StyleDoubler, before the start of the Program. A later amendment of these conditions to the disadvantage of the Publisher is only possible within the time period defined in 2.6.
5.2. All successful leads and sales need to be checked by the Brand within 30 days from the day on when the transactions were recorded. If the Brand finds no objections against the recorded successes, all transactions should be accepted.
5.3. In case the Brand neither approves nor rejects the transactions within 30 days following the date upon which the respective transactions have been tracked, an automatic approval by the system will occur (“Autoconfirmation”). The Parties may agree upon a different time period and specify that in Contract 2.
5.4. Once transactions have been accepted by the Brand, StyleDoubler will immediately make the respective commission available to Publishers.
5.5. Once transactions have been accepted, this process is irrevocable and no claw-backs of commission paid out are allowed under any circumstances.
5.6. If the Brand impedes our tracking, he or she is obliged to compensate for the loss of commission in a suitable manner, i.e. by reimbursing Publishers and StyleDoubler an amount equivalent to the commission generated by the average transactions that would have been generated under normal circumstances. The decision right regarding the form of compensation is up to StyleDoubler.
5.7. Once the Publisher Program is set up on the Platform, a virtual transaction account will be created for the Brand, in which the payment of the Publisher remuneration shall take place.
5.8. Once transactions are approved and providing that there are sufficient funds in the Brand`s account, StyleDoubler will pay the agreed commission to the Publishers.
5.9. If the funds on the transaction account are below the minimum required account balance, an amount equivalent to the total sum of agreed commissions StyleDoubler will pay to the Publishers, StyleDoubler reserves the right to pause the Brand’s Publisher Program.
5.10. In case of a positive account balance on the transaction account, no interest will be paid.
5.11. The Brand releases StyleDoubler from all claims made by Publishers regarding the remuneration of the commission approved.
5.12. By default, the Brand pays a standard network fee to StyleDoubler of 30% on top of the agreed commission paid to Publishers which will also be specified in the Brand Contract 2.
5.13. StyleDoubler might offer a preferred network fee, lower than the standard of 30% in case StyleDoubler solely manages Brand’s Publisher marketing efforts or public affiliate network. In case this condition changes, the Brand must ensure that StyleDoubler will be notified of this change within 7 days from the start of any second public Program on. In case StyleDoubler is not the sole network, StyleDoubler reserves the right to change the network fee to the standard of 30%.
5.14. In case StyleDoubler Publisher Program will not be the only public affiliate or Publisher Program available in any respective market, the Brand must ensure that StyleDoubler will be offered the same or better conditions (Publisher commission, Program limitation, allowed channels and so on) that are offered to other, external, public Programs. Should any of those conditions be better in any other external, public program, the Brand is obliged to notify StyleDoubler of the change of conditions within 7 days from the moment on the conditions change on other external, public Programs. In case of a delay in notifying StyleDoubler, StyleDoubler reserves the right to charge a contractual penalty for each violation equal to an amount up to 50% of the network fee generated since the beginning of the contractual relationship and, in case of an argument between the Parties, being subject to a decision of the competent court.
5.15. VAT will apply to all commissions and compensation.
5.16. During the term of Contract 2 and for one year after termination of Contract 2, the Brand shall not – neither directly or indirectly – enter into a contractual relationship with any Publisher that has been introduced by StyleDoubler, where this Publisher has participated in the Publisher Program of the Brand through the StyleDoubler Platform. Such obligation cannot apply to those Publishers that had pre-existing contractual relationships with the Brand, prior to the conclusion of Contract 2. In the event of violation of this obligation, the Brand shall pay a contractual penalty to StyleDoubler for each violation equal to an amount up to USD 10.000,00 for each Publisher and, in case of an argument between the Parties, being subject to a decision of the competent court.
6.1. StyleDoubler makes its services, systems, technologies and solutions available to the best of its knowledge and technical capabilities. Guarantee is neither given around the up- to-dateness, accuracy, completeness or quality of the provided information nor for the error-free and continuous availability of the services, systems, technologies or solutions.
6.2. StyleDoubler shall only be liable for damages if and when StyleDoubler, its authorized representatives or senior executives are guilty of premeditation or gross negligence, except for cases of violation of essential contractual obligations. In the case of other vicarious agents, StyleDoubler shall only be liable if there was premeditation and they violated essential, contractual obligations intentionally or with gross negligence. Apart from cases of premeditation or gross negligence on the part of authorized representatives, senior executives or premeditated conduct of other vicarious agents of StyleDoubler, no liability shall exist for compensation for indirect damage, in particular for any possible unrealized profit. Except for cases of premeditation and gross negligence on the part of StyleDoubler, its authorized representatives and senior executives, liability shall be limited to the damage typically foreseeable at the time of contract conclusion.
6.3. The above liability exclusions and limitations do not apply in cases where StyleDoubler assumes explicit guarantees and for damages from injury to life, limb or health as well as in cases of compelling legal regulations.
6.4. StyleDoubler refers to other internet sites using links on its web pages. The following is valid for all links: StyleDoubler expressly declares to have no influence on the layout and contents of the linked websites or social media accounts. Thus, StyleDoubler is hereby expressly distancing itself from the contents of all sites or mobile applications linked to StyleDoubler web presence, and also expressly does not have ownership of this content. This declaration is valid for all links present on the websites and social media accounts, both displayed and hidden, and for all content of the sites, to which these links are leading to.
6.5. If the Publisher is in an advisory capacity, he or she is liable to the Brand and StyleDoubler for erroneous negligent advice to customers, and other culpable breaches of duty arising out of Contract 1, within the framework of relevant legal provisions. If claims have been taken against the Brand or Publisher due to erroneous advice from the Publisher, the Publisher is obliged to release the Brand and/or StyleDoubler from all resulting claims (including the legally accrued costs for legal counsel).
7. Account, Contract Term & Termination
7.1. The duration of Contract 2 between StyleDoubler and the Brand is unlimited unless stated otherwise in Contract 2.
7.2. Contract 2 can be terminated by StyleDoubler or by the Brand with a notice period of 3 months giving notice via e-mail. Termination is not allowed during the first 6 months after Contract 2 is signed.
7.3. When Contract 2 is terminated, any existing credit shall be paid out immediately to the Brand and all outstanding invoices must be paid immediately by the Brand to StyleDoubler.
7.4. StyleDoubler is entitled to terminate Contract 1 or 2 with immediate effect if there are concrete indications that any of these Parties have violated these General Terms and Conditions.
The Parties are obligated to keep all operational and other business related information made accessible to them in connection with Contract 1 or 2 confidential, especially information which is considered confidential, or which are recognizable as company or business secrets of a Party according to other conditions, until the end of Contract 1 or 2, and not to store, distribute or exploit this information, insofar as it is not necessary for maintaining the purpose of Contract 1 or 2.
9. Data Protection and usage of cookies
9.1. StyleDoubler acquires, processes and uses the personal data in compliance with the national data protection laws.
9.2. StyleDoubler acquires, processes and uses the personal data only to fulfill the purpose of Contract 2 with the Brands and shall not be passed to third parties. StyleDoubler uses personal data only for the management and use of the StyleDoubler service.
9.3. StyleDoubler uses so-called cookies, to improve its Platform for both Brands and
10. Reservation of Right to Modification
StyleDoubler is entitled to change or make additions to these General Terms and Conditions at any time.
11. Final Provisions
11.1. This Terms and Conditions are subject to laws of Finland under exclusion of all conflict of law rules.
11.2. Helsinki shall be the place of jurisdiction for all disputes arising from this Terms and Conditions.
11.3.Should any individual part of this Terms and Conditions be ineffective or not applicable, this shall not affect the remaining provisions. The ineffective or not applicable provisions should be replaced by an effective and applicable one that corresponds as closely as possible to the economic purpose of the original one. The same applies to loopholes.